AktGAktiengesetz (German law on stock corporations)
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Recognizing that entrepreneurs have unique and diverse needs in bringing their innovations to market, AKTG will offer a range of services that will enhance the commercialization process and accelerate time to market.
177) See AKTG, supra note 116, [section] 112 (providing that the supervisory board represents the corporation in transactions with managers of the managing board).
84) For a German SE, this reference points to AktG section 57, which states that shareholders may not receive any distributions from the SE, except for the net profits as they appear on the balance sheet.
New shares may be issued only on the basis of a shareholder resolution backed by a three-quarter capital majority (89) and a two-thirds majority of the votes cast, (90) according to SE-Reg article 59, paragraph 1 and AktG section 182, paragraph 1.
With regard to share acquisitions, the general rule in AktG section 71, paragraph 1, sentence 1, according to which an SE is barred from trading with its own shares, is qualified by a number of exceptions in AktG section 71, paragraph 1, sentence 1, Nos.
281) Particularly, the prohibition of multiple voting rights--based on AktG section 12, paragraph 2, (282) which also applies to the German SE283--and the possibility of an unconstitutional (284) majority of employee representatives (285) are cited as arguments against cumulative voting.
In an SE, the position of the managing directors as an information-transporting layer between the rest of the employees and the administrative organ is best characterized by AktG section 90, SEAG section 40, paragraph 6.
Similar to AktG section 90, paragraph 1, section 8.
1 AktG (Aktiengesetz - German Stock Corporation Act).
By the terms of section 95 AktG (the German Companies Act) and
MUNICH, Germany -- TDK Corporation, Tokyo, Japan, has today issued a formal demand pursuant to section 327a AktG to the Management Board of EPCOS AG, demanding that the company's Annual General Meeting resolve to transfer the shares of minority shareholders to the majority shareholder, TDK Corporation, in exchange for an appropriate cash compensation (squeeze-out).
BorgWarner Germany GmbH holds over 95% of BERU AG's share capital and is, thus, the principal shareholder within the meaning of section 327a (1) sentence (1) AktG.